10.3 CONTEST:

 Lessor and Lessee will consult with one another to consider what
 action may properly be taken to defend or otherwise resist or
 mitigate any Claim. Provided no Default or Event of Default shall
 have occurred and be continuing, Lessee shall, following such
 consultation, have the right to assume and conduct promptly and
 diligently the defense of the relevant Indemnitee with respect to
 such Claim, and no Claim will be settled by an Indemnitee without
 the prior written consent of Lessee (not to be unreasonably withheld
 or delayed), provided that:

 (a) Lessee shall have consulted, and shall continue to consult,
 with Lessor as to the defense and conduct thereof;

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 (b) Lessee shall have made, and continue to make, adequate
 provision or reserve with respect to such Claim and any
 associated costs and expenses (in accordance with GAAP) and
 shall have fully indemnified or agreed to indemnify the
 Indemnitees for all costs, liabilities, expenses or damages on
 an After Tax Basis arising as a result of such Claim or its
 defense by Lessee of such Indemnitee pursuant to this Clause;
 provided, however, that Lessee shall not be bound by such an
 agreement to indemnify to the extent that it is established
 that, in accordance with the terms of this Clause 10, that
 Lessee is not liable to such Indemnitees in respect of such
 Claim.